<PAGE>
                                                                    EXHIBIT 10.4

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

                       EXPEDIA, INC./PEOPLESUPPORT, INC.
                 AMENDED AND RESTATED CUSTOMER SUPPORT SERVICES
                                    AGREEMENT

This Amended and Restated Customer Support Services Agreement (the "Agreement")
is entered into by and between Expedia, Inc., a Washington corporation located
at 13810 SE Eastgate Way, Suite 400, Bellevue, WA 98005 ("EI"), and
PeopleSupport, Inc., a Delaware corporation, located at 1100 Glendon Avenue,
14th Floor, Los Angeles, CA 90024 ("COMPANY") to be effective as of July 1, 2004
("Effective Date").

                                    RECITALS

WHEREAS, EI has developed a proprietary application for arranging, planning and
reserving air, hotel and car rental transactions on the Internet along with
other electronic commerce applications;

WHEREAS, EI operates a web site known as "Expedia," that provides on-line travel
services, using its proprietary application; and

WHEREAS, EI and COMPANY entered into that certain Customer Support Services
Agreement, dated as of December 11, 2000 (the "Original Effective Date"), as
amended by an Amendment No 1, dated November 17, 2001, an Amendment No. 2, dated
November 22, 2002, and an Amendment No. 3, dated December 17, 2003 (such
agreement, as amended, the "Original Agreement") pursuant to which EI requested
that COMPANY provide, and COMPANY agreed to provide, certain customer support
services and other services to the customers of Expedia.

WHEREAS, as of July 1, 2004, the Parties are current with respect to all
obligations to one another under this Agreement.

WHEREAS, EI and COMPANY now wish to amend and restate their respective rights
and obligations under the Original Agreement as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties
hereby agree as follows:

                                    AGREEMENT

1.    COMPANY Services.

      (a) General. COMPANY agrees to provide customer support, en route
assistance, quality control and other services, including without limitation
those identified in Exhibit A (the "Services") to customers of Expedia, on the
terms and conditions provided herein in accordance with (i) EI standard customer
service policies and procedures as detailed in documentation provided by EI to
COMPANY (including, without limitation, EI policies set forth in Exhibit E),
which may be modified by EI from time to time in its sole discretion; and (ii)
the performance requirements set forth in Exhibit C. The parties shall mutually
prepare a procedures manual prior to launch and maintain such manual, setting
forth detailed procedures for providing the Services.


                                      -1-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      (b) Facilities. COMPANY shall provide, maintain and staff one (1) or more
customer care (phone and email support) facilities, (the "Facilities") to
provide the Services set forth in Exhibit A of the Agreement. EI owns the
toll-free telephone number that will be posted on the Expedia.com Web Site
("Customer Service Number"). COMPANY, at its sole cost, will purchase, install
and maintain all software, hardware and telecommunications equipment at the
Facilities that are necessary to provide the Services under this Agreement.
COMPANY is responsible for maintaining all necessary telecommunications
equipment and services at the Facilities to provide the Services, including all
costs associated therewith. COMPANY shall ensure that the Facilities has, and
shall maintain, an infrastructure capable of supporting a variety of
communication methods as may be reasonably required by EI. The technology to be
provided by COMPANY for purposes of this Agreement shall meet the requirements
set forth by EI as provided to COMPANY in writing from time to time. Other
facilities may be added as mutually agreed by amendment of this Agreement. The
technology to be provided by COMPANY for purposes of this Agreement shall meet
the requirements set forth by EI as provided from time to time.

      (c) Software, Hardware and Equipment. It is understood that COMPANY will
provide leasehold improvements, telecommunication systems, furniture and
fixtures, computers and proprietary software and, as between the parties, this
software and equipment will be owned by COMPANY.

      (d) Problem Resolution. COMPANY agrees to resolve customer complaints in a
manner that meets or exceeds the performance requirements as set forth in
Exhibit C. In the event COMPANY is unable to resolve a problem, COMPANY may
escalate the problem to EI-designated representative(s) in accordance with
applicable procedures.

      (e) ACD System. COMPANY will maintain an Automatic Call Distribution
("ACD") system capable of providing the information identified in Exhibits C and
G to EI in a format designated by EI. If COMPANY changes its current ACD system
or adds facilities, COMPANY will ensure that any such new ACD system is capable
of providing the information set forth in Exhibits C and G. COMPANY shall
provide EI with standard specifications and documentation from its ACD system
with respect to the Services provided by COMPANY under this Agreement.

      (f) Disaster Recovery. COMPANY must have a documented disaster recovery
plan. Such plan shall set forth the implementation and management of disaster
recovery procedures and shall be submitted to Expedia for reasonable review and
approval within thirty (30) days of the execution of this Agreement. At a
minimum, the disaster recovery plan shall include the following:

      Recovery Plan:

            -     Contact emergency services, as needed.

            -     Contact TRAVSUP HOTPAGER and notify them of the nature of the
                  problem, the estimated length of the problem and the estimated
                  impact on service delivery.

            -     Contact site and notify them of the same items as in #1 and
                  #2, immediately above

            -     Contact Expedia Customer Service management via e-mail and
                  voicemail and notify them of the same items as in #1 and #2,
                  above

            -     Work to estimate length and severity of problem to determine
                  what level of response is needed."


                                      -2-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      (g) Backup-up Power. COMPANY shall supply line-conditioned,
uninterruptable power supply ("UPS") backed-up power to the Facilities in order
to protect against line spikes, power surges, and temporary power outages and
fluctuations.

      (h) Facilities Access. COMPANY shall take reasonable security measures, at
least as great as the precautions it takes to protect its own confidential
information, but no less than reasonable care, to keep confidential the
Confidential Information of EI. COMPANY shall restrict access to the Facilities
as reasonably necessary to ensure the security of EI's Confidential Information.

      (i) Onsite Visit. At EI's discretion, with reasonable advance notice, EI
reserves the right to make onsite visits to the Facilities. In connection with
such visits, COMPANY will provide to EI, as and when required by EI, access for
a reasonable number of EI personnel to office premises at the sites equipped
with standard office equipment as available to personnel of COMPANY in proximate
offices, at no charge.

      (j) Training. COMPANY will ensure that all its employees and EI-permitted
contractors and subcontractors performing any Services hereunder agree to
undertake and successfully complete all training programs provided by EI with
respect to the Services as EI in its sole discretion deems necessary to prepare
COMPANY to provide the Services outlined in this Agreement. Training will be
conducted at a mutually agreed upon facility where EI shall provide
"train-the-trainer" training at no charge to COMPANY, except that all travel,
accommodation and related expenses for COMPANY employees and employees of
contractors or subcontractors, shall be the responsibility of COMPANY, or such
contractors or subcontractors, respectively. COMPANY acknowledges and agrees
that as a result of EI providing "train-the-trainer" training, COMPANY shall be
responsible for internal and ongoing training of its personnel after receiving
initial "train-the-trainer" training. COMPANY will designate a primary contact
to work with EI to address ongoing training needs. EI agrees to provide the
necessary training materials, for limited duplication, upon request by COMPANY
and following EI approval, to be used by COMPANY to provide training as required
under the terms of this Agreement. ***

      (k) Implementation Services. COMPANY prepared a implementation plan
setting forth detailed procedures for providing the Services (the
"Implementation Plan"), which has been previously implemented.

      (l) Reporting. For systems under the control of COMPANY, COMPANY shall
comply with all applicable reporting requirements by providing EI with the
reports specified in Exhibits C and G (each a "Report"), including management
reporting and any other information requested from time to time with respect to
the Services performed. All Reports shall be complete and accurate. Each Report,
whether in electronic or paper format, shall meet the standard Report
requirements identified for the Report in Exhibits C and F or as specifically
requested by EI from time to time. COMPANY shall deliver each Report, and all
supporting documentation therefor, within the time and date specified in
Exhibits C or F or as specifically requested by EI from time to time. COMPANY
shall correct any errors in a Report within five (5) business days following
EI's notice specifying the item in respect of which an error may have occurred.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -3-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      (m) Confidentiality of Service Requests/Calls. Nothing contained in this
Agreement shall give COMPANY or its agents or contractors, the right to use,
modify, reproduce, distribute and/or publish any EI customer records, including
without limitation reservations, service records or customer complaints resolved
by COMPANY during the fulfillment of COMPANY obligations hereunder, all of which
shall be considered Confidential Information under Section 10 of this Agreement.

      (n) Change of Service. The parties agree, that from time to time during
the term of this Agreement, EI may request reasonable non-material changes in
the scope or manner of performance of the Services being performed by COMPANY
hereunder, and that COMPANY shall comply with such non- material changes.
Further, the parties agree, that from time to time during the term of this
Agreement, EI may request reasonable material changes in the scope or manner of
performance of the Services being performed by COMPANY ("Material Change
Request"). Upon receipt of each Material Change Request, COMPANY will evaluate
the impact that such Change Request will have on the resources required by
COMPANY to perform the Services and the amounts then payable to COMPANY
hereunder. COMPANY will give written notice to EI as to the results of such
evaluation ("Material Change Proposal") within five (5) business days following
receipt of that Material Change Request, unless otherwise agreed to by EI. If EI
does not receive a Material Change Proposal in response to the applicable
Material Change Request within five (5) business days, the Material Change
Request is deemed accepted. In the event that the Material Change Proposal
establishes that COMPANY's performance Of the Service in compliance with the
applicable Material Change Request would materially, and adversely impact
COMPANY resources and revenues, the parties agree to negotiate in good faith to
reach mutually agreeable terms for the performance of, and payment for the
Services requested under the Material Change Request.

2.    Payment.

      (a) COMPANY is fully responsible for all costs incurred in providing the
Services under this Agreement and all Exhibits hereto, independent of any
provision for reimbursement set forth herein.

      (b) EI will pay COMPANY the amounts specified in Exhibit D subject to
adjustments, deductions or credits to such amounts as provided for in this
Agreement or any Exhibit hereto. COMPANY will invoice EI Accounts Payable on a
monthly basis, on or before the fifth-teenth (15th) day of the month following
the month for which activity is being invoiced, and shall include full
documentation supporting such invoice. Payment terms are net thirty (30) days
after receipt of invoice or as specified in this Agreement or Exhibits.

3.    Ownership and License Grants.

      (a) Use of EI's Name. This Agreement does not constitute a trademark or
service mark license. As of the Effective Date, EI shall be deemed to have
granted COMPANY a non-exclusive, personal, non-transferable, non-assignable,
royalty-free license to use the Expedia(R) name solely in conjunction with
answering and responding to email inquiries, and incoming Calls from, making
outbound callbacks to Expedia customers as necessary for providing Services
pursuant to the terms of this Agreement. Such license grant shall remain in
effect while this Agreement is in good standing, but shall expire at the
expiration or earlier termination of this Agreement. Specific additional terms
and conditions pertaining to this license grant are set forth in Exhibit H,
which is incorporated herein by this reference.


                                      -4-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


COMPANY may list EI in its customer listing. Notwithstanding the foregoing,
COMPANY shall not use EI's name, except as set forth in this Agreement, or as
otherwise approved in writing by EI.

      (b) Customer Information. Except as otherwise provided herein, COMPANY
acknowledges and agrees that the information acquired by COMPANY in connection
with the provision of Services pursuant to this Agreement, including without
limitation customer and prospect information, sales information, back office and
general ledger data, customer travel reservation and itinerary information, and
EI customer lists and updates (including customer names, addresses and telephone
numbers) (collectively, "Customer Data") shall be considered proprietary
information of EI, including all Customer Data stored using any COMPANY
database, and all right, title and interest in the Customer Data is owned by EI.
COMPANY shall use such Customer Data only as necessary to perform the Services
in accordance with this Agreement and shall maintain such Customer Data in
strict confidence in accordance with the provisions of Section 10 hereof. Upon
request from EI, COMPANY shall provide EI with any or all Customer Data in
COMPANY's possession. Upon termination or expiration of this Agreement, COMPANY
shall within ten (10) days thereafter, or within such other timeframe as EI may
reasonably agree to, provide EI with all documents and materials containing
Customer Data (including data stored or maintained in electronic format, whether
or not created or stored using a COMPANY database), together with all other
materials and property of EI, which are in its possession or under its control.

      (c) Custom Tools. At the sole discretion of EI, EI may grant COMPANY a
non-exclusive, personal, non-transferable, non-assignable, royalty-free license
to access and use certain software tools ("Expedia User Management Tools")
developed or to be developed by EI and to be identified from time to time during
the term of this Agreement solely for the purpose of assisting COMPANY in
providing the Services to Expedia customers under this Agreement. Upon the
expiration or termination of this Agreement, COMPANY's license to use the
Expedia User Management Tools will automatically terminate.

      (d) EI Intellectual Property Rights. EI owns all right, title and interest
in and to any software or other intellectual property it provides to COMPANY
during the term of this Agreement, including without limitation the items listed
on Exhibit B, any and all Expedia User Management Tools, and training materials.
All software so provided shall be used by COMPANY in accordance with the terms
of the End User License Agreement ("EULA") accompanying the software, however,
that notwithstanding any provision in a EULA to the contrary, COMPANY may not
transfer any such software so provided.

      (e) COMPANY Software License. COMPANY shall grant EI a non-exclusive,
personal, non-transferable, non-assignable, royalty-free license to access and
use certain intellectual property consisting of all computer programming and/or
formatting code or operating instructions that is owned or licensed by COMPANY
and employed in the delivery of the Services (collectively "COMPANY Intellectual
Property"), and to be identified from time to time during the term of this
Agreement solely for the purpose of assisting COMPANY in providing the Services
to Expedia customers under this Agreement. Upon the expiration or termination of
this Agreement, EI's license to use the COMPANY Intellectual Property will
automatically terminate.

      (f) COMPANY owns all right, title and interest in and to any COMPANY
Intellectual Property that it provides to EI during the term of this Agreement.
All COMPANY Intellectual Property so provided shall be used by EI


                                      -5-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


in accordance with the terms of the End User License Agreement ("EULA")
accompanying the COMPANY Intellectual Property, if any, however, that
notwithstanding any provision in a EULA to the contrary, EI may not transfer any
such COMPANY Intellectual Property so provided.

4.    Warranties.

      (a) COMPANY warrants that:

            (i) It possesses all necessary authority to enter into this
      Agreement, and that by so doing it does not violate any other agreements
      to which it is a party; and

            (ii) The Services will be performed in a professional manner and
      shall conform in all material respects with the service requirements set
      forth in this Agreement including, without limitation, those set forth in
      Exhibits A and C; and

            (iii) The Services will be performed by (i) employees of COMPANY
      acting within the scope of their employment who have signed
      confidentiality agreements with COMPANY (with appropriate acknowledgments
      of confidentiality) substantially in the form attached as Exhibit K; and

            (iv) In providing Services to Expedia customers and any other
      persons or entities, COMPANY shall make no representations nor undertake
      any obligations on behalf of EI concerning the Services and/or any other
      EI products or services beyond those expressly made or undertaken by
      Expedia and communicated to Expedia customers on the Expedia web site.
      COMPANY, including all of COMPANY's employees, temporary employees and
      contractors shall conform to all applicable laws and government rules and
      regulations. COMPANY assumes all responsibility for providing any training
      that may be required to ensure compliance with such legal requirements.
      COMPANY shall offer to Expedia customers only those Services authorized by
      this Agreement, advising customers requesting other services that Expedia
      does not provide such services, and then documenting and advising EI of
      all such requests; and

            (v) that COMPANY owns, or has valid license to, all worldwide
      rights, title and interest in the COMPANY Intellectual Property, employed
      in the delivery of the Services, or licensed to EI, and that such COMPANY
      Intellectual Property and any and all other software and materials COMPANY
      publishes or uses in providing the Services under this Agreement do not
      and will not infringe any intellectual property rights owned by EI or any
      other person or entity including, but not limited to, any copyright,
      patent, trademark or trade secret; and


                                      -6-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


            (vi) Except as otherwise provided in this Agreement, COMPANY will
      not reproduce, sell, publish, or in any manner commercially exploit the
      Expedia(R) name or any information or derivatives of information acquired
      in connection with its provision of Services or allow such reproduction,
      sale, publication or exploitation by any employee or person retained for
      the purpose of providing such services except as agreed to in writing by
      EI; and

            (vii) COMPANY agrees to work cooperatively and professionally in
      conjunction with third parties who are providing similar services to EI to
      ensure that Expedia customers receive consistent high quality Services
      under this Agreement.

            (viii) Prior to the commencement of the work to be performed
      hereunder and throughout the entire performance by COMPANY, COMPANY shall
      procure and maintain insurance adequate to cover any and all liability
      which COMPANY may incur as a result of the performance of work included in
      this Agreement. Such insurance shall be in a form and with insurers
      acceptable to EI, and shall comply with the following minimum
      requirements:

                        (A) Commercial General Liability insurance of the
                  Occurrence Form, with policy limits of not less than Two
                  Million Dollars (US$2,000,000.00) combined single limit each
                  occurrence for Bodily Injury and Property Damage combined, and
                  One Million Dollars (US$1,000,000.00) Personal and Advertising
                  Injury Limit.

                        (B) Professional Liability And Errors & Omissions
                  Liability Insurance with policy limits of not less than Three
                  Million Dollars (US$3,000,000.00) each claim with a deductible
                  of not more than fifty Thousand Dollars (US$50,000.00). Such
                  insurance shall include coverage for infringement of
                  proprietary rights of any third party, including without
                  limitation copyright, trade secret and trademark infringement
                  as related to COMPANY's performance under this Agreement.
                  Throughout the term of this Agreement, the Professional
                  Liability And Errors & Omissions Liability Insurance
                  retroactive coverage date will be no later than the Effective
                  Date of this Agreement. Upon expiration or termination of this
                  Agreement, COMPANY will maintain an extended reporting period
                  providing that claims first made and reported to the insurance
                  company within one year after the end of this Agreement will
                  deemed to have been made during the policy period.

            A copy of the certificate of insurance shall be included as Exhibit
      J. Failure by COMPANY to furnish certificates of insurance or failure by
      EI to request same shall not constitute a waiver by EI of any of the
      insurance requirements set forth herein. COMPANY shall notify EI in
      writing at least thirty (30) days advance if COMPANY's insurance coverage
      is to be canceled or materially altered so as not to comply with the
      requirements of this section.

            In the event of such failure on the part of COMPANY to provide the
      certificates as requested herein, and in the event of liability or expense
      incurred by EI as a result of such failure by COMPANY, COMPANY hereby
      agrees to indemnify EI for all liability and expense (including reasonable
      attorneys' fees and expenses


                                      -7-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      associated with establishing the right to indemnity) incurred by EI as a
      result of such failure by COMPANY; and

            (ix) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND
      ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS,
      IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES
      PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE
      IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(a))
      INDEMNIFICATION.

      (b) EI warrants that:

            (i) Any services performed by EI pursuant to this Agreement will, be
      performed in a professional manner; and

            (ii) The Expedia User Management Tools do not and will not infringe
      any intellectual property rights owned by any other person or entity
      including, but not limited to, any copyright, patent, trademark or trade
      secret to the extent that COMPANY will be required to refrain from using
      such tools (and EI will not be able to provide substitute technology which
      reasonably provides the same or similar functionality) with the overall
      result that COMPANY will not be able to reasonably perform the Services as
      intended herein; and

            (iii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EI AND ITS
      SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED,
      STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND SERVICES PROVIDED
      PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
      WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(d)) INDEMNIFICATION.

5.    Personnel.

      (a) COMPANY personnel assigned to Expedia shall be employees of COMPANY
and not employees of EI and shall remain under the direction and control of
COMPANY. These COMPANY personnel shall receive such salaries, compensation and
benefits as COMPANY shall determine. COMPANY agrees to be responsible for all of
its federal and state taxes, withholding, social security, insurance and other
benefits, and all salaries, benefits and other costs of such COMPANY personnel.

      (b) Notwithstanding the foregoing, COMPANY personnel assigned to Expedia
shall adhere to EI quality control standards as set forth in Exhibit C.

      (c) EI shall have the option to participate in any decisions regarding any
assignment of COMPANY personnel to Expedia. COMPANY acknowledges EI' right to
require immediate removal and prompt replacement from the Expedia team, any
COMPANY employee, or agent performing COMPANY's obligations under this Agreement


                                      -8-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


who engages in any conduct prohibited by law or inconsistent with EI policy as
set forth in Exhibit E, so long as such removal and replacement is not
discriminatory or in violation of law.

6.    Non-Competition and Non-Solicitation; Exclusivity.

      (a) COMPANY personnel shall not target or solicit Expedia customers for
any other COMPANY supported business or any additional travel business beyond
provision of the Services governed by this Agreement, nor shall COMPANY use
information gained in the provision of the Services to compete with Expedia in
providing travel services.

      (b) Notwithstanding the preceding section 6(a), COMPANY shall not be
prohibited from providing services to Expedia customers who contact COMPANY
independently (other than in conjunction with Expedia), or whose names appear on
mailing lists developed independently of Expedia or who were customers of
COMPANY prior to the Effective Date.

      (c) EI shall not solicit COMPANY personnel assigned to Expedia to work for
EI without prior written consent of COMPANY.

      (d) EI agrees that, during the Term of this Agreement, COMPANY's
Philippine operations is the only Philippines source that EI will use to handle
telephone and email support in the Philippines.

7.    Indemnification.

      (a) COMPANY Indemnification. COMPANY agrees to indemnify, defend, and hold
EI harmless from and against any and all claims, actions, demands, and costs,
including reasonable attorneys' fees and expenses arising out of or in
connection with third party claims related to the COMPANY Intellectual Property,
and/or as a result of the performance of the Services provided under this
Agreement by COMPANY or its employees, independent contractors or subcontractors
and agents ("COMPANY Indemnified Claims"). Acts for which COMPANY shall
indemnify EI include, but shall not be limited to, representations or
obligations undertaken on behalf of EI concerning the Services to customers
which exceed the scope of the Services as set forth in this Agreement; any act
or omission in violation of any applicable government statutes, laws, rules and
regulations or industry rules and regulations. In addition, COMPANY agrees to
defend EI against, and pay the amount of any adverse final judgment or
settlement to which COMPANY consents resulting from, any third party claim(s)
("Indemnified IP Claims") that the COMPANY Intellectual Property and/or
COMPANY's provision of any services pursuant to this Agreement, infringes any
third party patent, copyright, trademark or trade secret enforceable under the
laws of the United States; provided that COMPANY is notified promptly in writing
of the Indemnified IP Claim and has sole control over its defense and
settlement, and EI provides reasonable assistance in the defense and/or
settlement of such claim. EI reserves the right to control the defense of any
COMPANY Indemnified Claim and to conduct all proceedings or negotiations in
connection therewith, and if it so undertakes, all other proceedings or
negotiations to settle or defend any such COMPANY Indemnified Claim shall be at
EI' expense, provided that (i) COMPANY shall have the right to approve of any
settlement of any such COMPANY Indemnified Claim; such approval shall not be
unreasonably withheld, and (ii) EI shall be responsible for payment of all
attorneys' fees incurred by EI after it has exercised its right to control the
defense. COMPANY shall pay any and all


                                      -9-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


expenses and other reasonable costs incurred by EI arising in connection with
its obligations under this Section 7(a) promptly upon demand.

      (b) EI General Indemnification. EI agrees to indemnify, defend and hold
COMPANY harmless from and against any and all claims, actions, demands,
liabilities, and costs, including reasonable attorneys' fees and expenses,
arising out of or in connection with third party claims as a result of (i) the
business of Expedia unless arising out of or in connection with circumstances
for which COMPANY is indemnifying EI pursuant to Section 7(a) above; and (ii)
any injuries to the person or property of any Expedia customer while traveling
on an Expedia itinerary unless arising out of or in connection with the
negligence of COMPANY ("EI Indemnified Claim"). COMPANY reserves the right to
control the defense of any EI Indemnified Claim and to conduct all proceedings
or negotiations in connection therewith, and, if it so undertakes, all other
proceedings or negotiations to settle or defend any such EI Indemnified Claim
shall be at COMPANY's expense, provided that (i) EI shall have the right to
approve of any settlement of any such EI Indemnified Claim, such approval shall
not be unreasonably withheld, and (ii) COMPANY shall be responsible for payment
of all attorneys' fees incurred by COMPANY after it has exercised its right to
control the defense. EI shall pay any and all expenses and other costs incurred
by COMPANY arising in connection with its obligations under this Section 7(b)
promptly upon demand.

8.    Term and Default.

      (a) This Agreement shall commence as of the Effective Date, and shall
continue in force until May 31, 2007 (the "Term"), unless earlier terminated by
EI as provided in this Agreement or Exhibits hereto.

      (b) For Breach. In the event that either party materially breaches any
provision of this Agreement, the non-breaching party will give the party in
default written notice specifying the nature of the breach ("Notice of
Default"). In the event that the defaulting party fails to cure such breach
within thirty (30) days after receipt of the Notice of Default, then the
non-breaching party may terminate this Agreement immediately upon the expiration
of the thirty (30) day notice period.

      (c) Uncurable Breach. In the event either party causes a material breach
of the provisions of Sections 1(l), 3(b), 6(a), or 10, such breach will justify
termination for cause, and the non-breaching party may terminate this Agreement
immediately with no further obligations under this Agreement.

      (d) For Convenience. [INTENTIONALLY OMMITTED]

      (e) Other Remedies. All remedies set forth in this Section 8 shall be in
addition to and not in lieu of all other remedies available under this
Agreement, at law or in equity.

      (f) Survival. Sections 7, 8(f), 8(g), 10, 11, 14 and 15 of this Agreement
shall survive expiration or termination for any reason.


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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      (g) Transition. Upon the expiration or earlier termination of this
Agreement, COMPANY shall cooperate with EI to assist in the orderly transition
of Services to EI, or as EI may direct, in a professional manner, with no
disruption to the Services.

9.    Default in Performance and Remedies. [INTENTIONALLY OMITTED]

10.   Confidentiality and Publicity.

      (a) EI and COMPANY agree that the terms of the Non-Disclosure Agreement
executed by the parties, dated and attached hereto as Exhibit I shall be deemed
incorporated herein, and further, that all terms and conditions of this
Agreement shall be deemed Confidential Information as defined in such
Non-Disclosure Agreement.

      (b) The parties acknowledge that monetary damages may not be a sufficient
remedy for unauthorized disclosure or use of Confidential Information and that
the parties may seek, without waiving any other rights or remedies, such
injunctive or equitable relief as may be deemed proper by a court of competent
jurisdiction.

      (c) COMPANY shall not issue any press release or advertising concerning
COMPANY's relationship with EI and the Services hereunder, without EI' written
pre-approval.

11.   Notices and Requests. All notices, authorizations, and requests in
connection with this Agreement shall be deemed given on the day they are (i)
deposited in the mail, postage prepaid, certified or registered, return receipt
requested; or (ii) sent by air courier, charges prepaid, with a confirming
telefax; or (iii) transmitted, if transmitted by facsimile, and addressed as
follows:

Notices to COMPANY:


            PEOPLESUPPORT, INC.
            1100 Glendon Avenue
            12th Floor
            Los Angeles, CA  90024
            ATTN: Corporate Counsel
            Phone: (310) 824-6058
            Fax:   (310) 824-6355

            With a copy to:  Vice President of Sales


                                      -11-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


Notices to EI:

            EXPEDIA, INC.
            13810 SE Eastgate Way, Suite 400
            Bellevue, WA  98005  U.S.A.
            ATTN: SVP, Agency Operations
            Phone: (425) 564-7200
            Fax:   (425) 564-7242

      With a copy to: Executive Vice President of Operations

      With a copy to: General Counsel

or to such other address as the party to receive the notice or request so
designates by written notice to the other.

12.   Audits and Onsite Visits. COMPANY agrees to maintain accurate and adequate
books and records related to the Services for the following period of time: (i)
for any applicable statute of limitations; (ii) for any compulsory extension or
tolling of any applicable statute of limitations; and (iii) for any reasonable
voluntary extension by EI of any statute of limitations under circumstances in
which the governmental entity could otherwise compel an extension; provided
however, that in no case will such period be less than five (5) years. EI may
audit the books and records of COMPANY relating directly to the provision of
COMPANY's performance of the Services under this Agreement and may consult with
COMPANY's accountants as is reasonable to verify COMPANY's compliance with the
terms of this Agreement. Any such audit shall be performed by an independent
auditor and shall be paid for by EI unless material discrepancies are disclosed.
"Material" shall mean a discrepancy of one percent (1%) or higher between
amounts billed to EI and COMPANY's records. If material discrepancies are
disclosed, COMPANY agrees to reimburse EI for the reasonable costs associated
with the audit. COMPANY agrees to promptly correct any deficiencies detected in
the audit and shall promptly refund or deduct from amounts payable, not to
exceed total payments outstanding at the time of the refund, any overpayments
disclosed by such an audit, except for specific past instances of non-monetary
noncompliance not capable of correction due to the passage of time. In the event
that COMPANY fails to refund any overpayment disclosed by the audit within
thirty (30) days from the date of the audit report, EI may, at its election,
set-off any such overpayment against any money subsequently due by EI to
COMPANY. In the event the discrepancy indicates that EI has been undercharged,
COMPANY may add the additional charges to a subsequent invoice, and EI will pay
the invoice in accordance with the provisions set forth in this Agreement. Any
audit will be conducted during COMPANY's normal business hours in such a manner
as not to unreasonably interfere with COMPANY's normal business activities. At
such times, EI and its agents shall be entitled to enter all locations of
COMPANY necessary to provide or otherwise to support or to account for the
Services, to conduct the foregoing audits, and to examine and make copies of all
books and records regarding any or all information which EI is permitted to
audit hereunder.

13.   Taxes.

      (a) The amounts to be paid by EI to COMPANY herein do not include any
foreign, U.S. federal, state, local, municipal or other governmental taxes,
duties, levies, fees, excises or tariffs, arising as a result of or in
connection with


                                      -12-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


the transactions contemplated under this Agreement including, without
limitation, (i) any state or local sales or use taxes or any value added tax or
business transfer tax now or hereafter imposed on the provision of goods and
services to EI by COMPANY under this Agreement, (ii) taxes imposed or based on
or with respect to or measured by any net or gross income or receipts of
COMPANY, (iii) any franchise taxes, taxes on doing business, gross receipts
taxes or capital stock taxes (including any minimum taxes and taxes measured by
any item of tax preference), (iv) any taxes imposed or assessed after the date
upon which this Agreement is terminated, (v) taxes based upon or imposed with
reference to COMPANY's real and/or personal property ownership and (vi) any
taxes similar to or in the nature of those taxes described in (i), (ii), (iii),
(iv) or (v) above, now or hereafter imposed on COMPANY (all such amounts,
together with any penalties, interest or any additions thereto, collectively
"Taxes"). EI is not liable for any Taxes incurred in connection with or related
to the sale of goods and services under this Agreement, and all such Taxes shall
be the financial responsibility of COMPANY, provided that EI shall pay to
COMPANY Collected Taxes as indicated below. COMPANY agrees to indemnify, defend
and hold EI harmless from any Taxes (other than Collected Taxes) or claims,
causes of action, costs (including, without limitation, reasonable attorneys'
fees) and any other liabilities of any nature whatsoever related to such Taxes.

      (b) Any sales or use taxes described above that (i) are owed by EI solely
as a result of entering into this Agreement and the payment of the fees
hereunder, (ii) are required to be collected from EI by COMPANY under applicable
law, and (iii) are based solely upon the amounts payable under this Agreement
(such taxes the "Collected Taxes"), shall be stated separately as applicable on
COMPANY's invoices and shall be remitted by EI to COMPANY, whereupon COMPANY
shall remit to EI official tax receipts indicating that such Collected Taxes
have been collected by COMPANY. EI may provide to COMPANY an exemption
certificate (including without limitation a resale certificate) in which case
COMPANY shall not collect the taxes covered by such certificate. COMPANY agrees
to take such steps as are requested by EI to minimize such Collected Taxes in
accordance with all relevant laws and to cooperate with and assist EI, at EI's
request, in challenging the validity of any Collected Taxes or taxes otherwise
paid by EI. COMPANY shall indemnify and hold EI harmless from any Collected
Taxes, penalties, interest, or additions to tax arising from amounts paid by EI
to COMPANY under this Agreement, that are asserted or assessed against EI to the
extent such amounts relate to amounts that are paid to or collected by COMPANY
from EI under this section. If any taxing authority refunds any tax to COMPANY
which EI originally paid to COMPANY, or COMPANY otherwise becomes aware that any
tax was incorrectly and/or erroneously collected from EI, or COMPANY otherwise
receives an economic benefit (such as an audit offset) as the result of
incorrectly and/or erroneously receiving Collected Taxes from EI, then COMPANY
shall promptly remit to EI an amount equal to such refund, incorrect collection
or tax benefit as the case may be plus any interest thereon.

      (c) If taxes are required to be withheld on any amounts otherwise to be
paid by EI to COMPANY, EI will deduct such taxes from the amount otherwise owed
and pay them to the appropriate taxing authority. At COMPANY's written request
and expense, EI will use reasonable efforts to cooperate with and assist COMPANY
in obtaining tax certificates or other appropriate documentation evidencing such
payment, provided, however, that the responsibility for such documentation shall
remain with COMPANY.


                                      -13-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      (d) This tax section shall govern the treatment of all taxes arising as a
result of or in connection with this Agreement notwithstanding any other section
of this Agreement.

14.   Limitation Of Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION
OBLIGATIONS UNDER SECTION 7 AND ANY BREACH OF SECTION 10, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITIY IN
CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR
SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO
INFORMATION, AND THE LIKE, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT,
NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND
WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. IN NO EVENT SHALL EI BE LIABLE TO COMPANY FOR AN AMOUNT IN EXCESS OF THE
TOTAL DOLLAR AMOUNT ACTUALLY PAID BY EI TO COMPANY FROM PURSUANT TO SECTION 2
HEREOF. IN NO EVENT WILL COMPANY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY
DAMAGES HEREUNDER EXCEED THE AGGREGATE OF FEES PAID BY EI HEREUNDER FOR THE
SERVICES PROVIDED DURING THE TWELVE (12) MONTH PERIOD THAT IMMEDIATELY PRECEDES
THE ACT WHICH GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR
OTHERWISE.

15.   General.

      (a) This Agreement shall be construed and controlled by the laws of the
State of Washington. In the event that COMPANY brings a legal action against EI,
EI consents to jurisdiction and venue in the state and federal courts sitting in
the State of California. In the event that EI brings a legal action against
COMPANY, COMPANY consents to jurisdiction and venue in the state and federal
courts sitting in the State of Washington. Process may be served on either party
by US Mail, postage prepaid, certified or registered, return receipt requested,
or by such other method as is authorized by law.

      (b) Neither this Agreement, nor any terms or conditions contained herein,
shall be construed as creating a partnership, joint venture, agency relationship
or franchise. COMPANY is an independent contractor for EI. COMPANY will employ
its own employees in order to perform and satisfy its obligations under this
Agreement. Nothing in this Agreement shall be construed as creating an
employer-employee relationship, as a guarantee of future employment. COMPANY
further agrees to be solely responsible for, and to indemnify and hold EI
harmless against any and all federal and state taxes, tax withholding, social
security, unemployment insurance, and other taxes and benefits resulting from
COMPANY's relationship with its employees and independent contractors.

      (c) This Agreement, including all Exhibits attached hereto, constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements or


                                      -14-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


communications with respect to the subject matter hereof, with the exception of
the Non-Disclosure Agreement between the parties referenced herein. This
Agreement shall not be modified except by a written agreement dated subsequent
to the date of this Agreement and signed on behalf of COMPANY and EI by their
respective duly authorized representatives.

      (d) No waiver of any breach of any provision of this Agreement shall
constitute a waiver of any prior, concurrent, or subsequent breach of the same
or any other provisions hereof, and no waiver shall be effective unless made in
writing and signed by an authorized representative of the waiving party.

      (e) If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the remaining
provisions shall remain in full force and effect.

      (f) The rights and obligations hereunder shall be binding upon and inure
to the benefit of the successors and assigns of the parties hereto, provided any
rights or obligations hereunder shall not be assigned by COMPANY without the
prior written consent of EI. Notwithstanding the foregoing, if COMPANY is
reorganized into another form of entity with the effect that the new entity owns
substantially all of the current assets and business of COMPANY and that the new
entity is controlled by the same person(s) as currently control COMPANY, this
Agreement may be assigned to such new entity without prior written consent of
EI.

      (g) In any suit or action to enforce any right or remedy under this
Agreement or to interpret any provision of this Agreement, the prevailing party
will be entitled to recover its costs, including reasonable attorneys' fees.

      (h) The section headings herein are for the convenience of the parties and
shall not be deemed to supersede or modify any provisions.

      (i) If either party is unable to perform under this Agreement due to
circumstances or causes beyond its control, and which could not by reasonable
diligence have been avoided, such party shall have the option, without
liability, of suspending performance of its obligations under this Agreement for
the duration of such contingency upon written notice to the other party.
However, either party may terminate this Agreement upon written notice to the
other party in the event that such other party has suspended performance of its
obligations under this Agreement for more than thirty (30) days.

      (k) This Agreement does not constitute an offer by EI and shall not be
effective until signed by both parties.


                                      -15-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date last written below.

EXPEDIA, INC.                            PEOPLESUPPORT, INC.
10834 SE Eastgate Way,                   1100 Glendon Avenue,
Suite 400                                12th Floor
Bellevue, WA  98005                      Los Angeles, CA 90024

-------------------------------------    ---------------------------------------
By                                        By

-------------------------------------    ---------------------------------------
Name (print)                              Name (print)

-------------------------------------    ---------------------------------------
Title                                     Title


                                      -16-
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CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                              EXHIBIT A - SERVICES

1.    COMPANY will provide the following Services to Expedia customers:


<TABLE>
<CAPTION>
SERVICE                      DESCRIPTION
-------                      -----------
<S>                          <C>
1.   Take call               Answer incoming Call from Expedia customer who (i)
                             has a question or inquiry regarding the use of
                             Expedia, and/or (ii) completed a reservation using
                             Expedia, and/or (iii) from Expedia customer in need
                             of en route travel assistance, and/or (iv) needs
                             assistance with booking a reservation or completing
                             a purchase.

2.   Handle inbound email    Answer and action incoming Email from Expedia
     and/or web-based        customer who (i) has a question or inquiry
     inquires                regarding the use of Expedia, and/or (ii) completed
                             a reservation using Expedia, and/or (iii) from
                             Expedia customer in need of en route travel
                             assistance, and/or (iv) needs assistance with
                             booking a reservation or completing a purchase.

2.   Assist traveler         Make any necessary changes to reservation;
                             facilitate exchanges, refunds, re-bookings,
                             cancellations in the event of travel interruption
                             for any reason, and handle general travel related
                             questions and issues.

3.   Provide Reports         Prepare and submit reports to EI pursuant to
                             Exhibits C and G.
</TABLE>

2.    COMPANY will provide the following Implementation Services to EI:

      -     COMPANY coordinate relevant Expedia information and oversee the
            other Implementation Services;

      -     COMPANY will provide the assistance described herein to EI in
            developing a training manual and training materials relating to EI's
            products and services, EI's marketing procedures, and Expedia;

      -     COMPANY will prepare a Implementation Plan that will include, but
            not be limited to, a proposed time schedule for the task items that
            need to be completed to enable COMPANY to launch the Services
            described above and in the Agreement, and will detail the scope of
            work, services, resource requirements and tools required for
            implementation.

            -     COMPANY will provide EI with access to the COMPANY
                  Intellectual Property.

            [The remainder of this page is intentionally left blank.]


                                      -A1-

<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                           EXHIBIT B - EI DELIVERABLES

1.    EI will provide the following services to assist COMPANY in providing the
      Services under this Agreement:

      (a) Train-the-trainer training on the Expedia User Management Tools, if
any are provided to COMPANY, Call tracking methodology and concomitant
technology, and EI's policies and procedures, and on the goods and services
provided on or through Expedia. EI will assemble and create training materials
and provide all materials and information necessary to provide the training of
COMPANY employees contemplated herein.

      (b) EI will provide COMPANY with web based *** as needed.

      (c) EI will provide COMPANY with the following:

            -     ***

            -     ***

            -     ***

            -     ***

2.    COMPANY agrees that during the term of this Agreement, COMPANY will not
provide service to non-EI business or companies via ***, or other
telecommunications and application/system hardware and/or software.

            [The remainder of this page is intentionally left blank.]


***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -B1-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                    EXHIBIT C - SERVICE PROCESS REQUIREMENTS

      1. Customer Service: COMPANY shall provide, maintain and staff the
      Facilities. COMPANY will provide telephone and email assistance
      twenty-four (24) hours a day, seven (7) days a week as representatives of
      EI, conducting this service professionally and as detailed under this
      Exhibit C and a detailed implementation plan, attached hereto. COMPANY
      will adopt as required, EI contact handling and escalation procedures as
      provided by EI.

      2. Customer Database and Reporting: For each Call or contact to the
      COMPANY Facilities, if case management tools have been provided by EI to
      COMPANY, then a case management record will be created, maintained,
      tracked and when appropriate, subsequently closed. COMPANY will design
      with EI the necessary reporting methods, Call tracking and Call
      distribution procedures as required by EI. COMPANY will design escalation
      procedures to include EI internal support, technical, administrative, and
      escalation staff as appropriate. Such escalation procedures are subject to
      review and approval by EI.

      3. Identity: Phone calls will be answered and emails will be signed as if
      by Expedia, and never shall a COMPANY agent represent themselves as
      employed by or in association with any organization other than EI.

      4. Service Performance Measurements: COMPANY will staff to meet or exceed
      the monthly Service Performance Measurements set forth below ("SPM").

      (a) The parties agree that no *** will be used to *** volume. *** the
      parties shall review the then current Service Performance Measurement
      ("SPM") standards, scoring and weighting and discuss whether any changes
      to them should be made. In the event that the parties do not reach
      agreement regarding new SPMs or agree that no changes are warranted, the
      parties agree that the then current SPMs shall continue in full force and
      effect ***. If during the measuring period of the SPMs, events outside of
      the control of COMPANY occur, the parties agree to take into consideration
      the impact of such events on COMPANY's ability to perform in accordance
      with the SPMs and make appropriate adjustments, if any.

      SPM GOALS: The SPM Goals *** from the Effective Date through the end of
      the term of this Agreement, are set forth below.

<TABLE>
<CAPTION>
      ***            ***            ***
      ---            ---            ---
<S>                  <C>            <C>
      ***            ***            ***
                     ***            ***
                     ***            ***
                     ***            ***
                     ***            ***
      ***            ***            ***
</TABLE>

      For avoidance of doubt, *** is *** of all *** in a calendar month,
      regardless of ***. For purposes of this Agreement, "***" are defined as
      ***. If the *** as calculated for any of the *** varies by more than ***
      from the *** for all ***,

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -C1-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

then *** SPM points will be *** SPM points to which COMPANY would otherwise be
entitled based on the *** for all *** in the chart above.

<TABLE>
<CAPTION>
      ***            ***            ***
      ---            ---            ---
<S>                  <C>            <C>
      ***            ***            ***
                     ***            ***
                     ***            ***
      ***            ***            ***
</TABLE>


<TABLE>
<CAPTION>
      ***            ***            ***
      ---            ---            ---
<S>                  <C>            <C>
      ***            ***            ***
                     ***            ***
                     ***            ***
                     ***            ***
                     ***            ***
      ***            ***            ***
</TABLE>


<TABLE>
<CAPTION>
      ***            ***            ***
      ---            ---            ---
<S>                  <C>            <C>
      ***            ***            ***
                     ***            ***
                     ***            ***
                     ***            ***
      ***            ***            ***
</TABLE>

      (b) By the *** of each calendar month (the "Delivery Date"), EI shall
      provide COMPANY with a report forecasting the volume of *** effective for
      the *** following the Delivery Date. EI will use reasonable efforts to
      provide COMPANY with a report breaking such forecast into ***. In the
      event Expedia does not provide COMPANY with a forecast for a particular
      calendar month, then the *** remains in effect; provided, however, if
      there is no forecast in effect, then the forecast shall be deemed to be
      the actual *** month preceding the Delivery Date.

      (c) Notwithstanding the foregoing, COMPANY will *** points for *** (in
      lieu of the *** in any calendar month where (i) the total offered volume
      of calls in such calendar month exceed the forecasted volume of calls by
      more than ***, or (ii) the total offered volume of *** in such calendar
      month exceeds the forecasted volume of such ***.

      (d) Additionally, EI, at its discretion, may institute methods of ***.
      These methods may include, but are not limited to ***, etc. EI and COMPANY
      will agree on the specifics of these programs.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -C2-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      5. Monitoring and Coaching: COMPANY will perform extensive monitoring and
      coaching to its phone agents, email representatives, etc. At EI's
      discretion, COMPANY will make available to EI *** results (such as ***,
      etc.).

      6. Response Times to EI: COMPANY will establish and provide EI with a
      means of contacting COMPANY Management, twenty-four hours a day, seven
      days a week, in the event that EI, in its sole discretion, determines that
      matters are urgent and that contact with COMPANY Management is necessary.

      Upon COMPANY's receipt of a priority problem report from EI, COMPANY shall
      take corrective action so as to respond to EI with regard to the reported
      problem within the following time schedule:

            -     Priority Level 1 - COMPANY shall contact EI by telephone
                  within one (1) hour of receipt of problem report.

            -     Priority Level 2 - COMPANY shall contact EI by telephone
                  within twenty-four (24) hour of receipt of problem report.

            [The remainder of this page is intentionally left blank.]

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -C3-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                              EXHIBIT D - PAYMENTS

Components of COMPANY Compensation: EI will compensate COMPANY for providing the
Services, including those set forth in Exhibit A, as follows:

1.    SERVICE FEES:

      (a) Telephone Call Handling: EI will pay COMPANY fees for the Services in
accordance with the prices set forth in Table I below (based on an assumption of
***.

      (b) Email Handling: ***. EI will pay COMPANY fees for the Services in
accordance with the prices set forth in Table II below ***.

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -D1-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


TABLE I:

***

TABLE II:

***

      (c) "Service Fee" as used herein shall include payment for the following
services: answering inbound customer emails; answering inbound customer
telephone calls, reporting, system planning and maintenance, resolution and
escalation for pre-trip and en-route customer service issues, and post-trip
research of customer service issues. The parties may mutually agree to include
other services within this definition of Service Fee.

      (d) The Overall Monthly Service Fee is comprised of two (2) components,
one (1) for Telephone Call Handling, and one (1) for Email Handling. The
Telephone Call Handling component will be calculated by multiplying the total
monthly number of telephone calls answered by the per-phone call rate for the
corresponding SPM. The Email Handling component will be calculated by
multiplying the monthly number of emails answered by the per-email rate for the
corresponding SPM.

      (e) The parties will actively work together to analyze the cause of
telephone calls, emails, and CRD cases (what problems or issues motivate
customers to call COMPANY), with the overall goal to reduce the number of
inbound telephone calls, emails, and CRD cases.

2. CROSS-SELL FEES:

      COMPANY agrees to offer and assist customers with the purchase of
additional travel and travel related products ("Cross-Sell Services"). COMPANY
will provide Cross-Sell Services using a dedicated *** provided by EI and in
accordance with all directions, training, policies, and procedures as outlined
by EI. EI will pay COMPANY fees for the Cross-Sell Services in accordance with
the prices set forth in Table III below.

TABLE III:

<TABLE>
<CAPTION>
    ***                    ***                          ***
------------       ---------------------      -----------------------
<S>                <C>                        <C>
Car Rental                 ***                          ***
                           ***                          ***
GDS Hotel                  ***                          ***
ESR Hotel                  ***                          ***
                           ***                          ***
</TABLE>

3.    TRAINING:

      COMPANY agrees, ***, to provide up to *** of new EI specific information
classroom training. In the event COMPANY determines that additional training is
needed due to significant changes made to the ***, and/or significant

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


                                      -D2-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


changes to Client's policies/procedures, products, or service offerings, COMPANY
shall provide to EI, for review and approval, a proposed training plan,
including a detailed description of the content of such training and the time
required to conclude such training ("COMPANY Training Request"). EI may request
that COMPANY provide specific training in addition to the Minimum Annual
Training ("Expedia Training Request"). Upon receipt of an EI Training Request,
COMPANY will evaluate the EI Training Request and provide a written proposal to
EI as to the scope of the training, training schedule, and hours required to
provide such training. EI agrees to provide the necessary training materials,
for limited duplication, upon request by COMPANY and following EI approval, to
be used by COMPANY to provide training. EI agrees to pay COMPANY *** for any
training provided by COMPANY under an approved COMPANY Training Request, or an
approved EI Training Request.

4.    PROFESSIONAL SERVICES:

      In the event that EI requests "Professional Services," COMPANY shall
provide such services at the rate set forth below for each indicated task
classification. For the purposes of this Agreement, "Professional Services"
means technical services rendered to alter, change, update or materially modify
the services provided, and COMPANY provided software, the interface, internet
connectivity, to develop or modify reports, or for other technical services. All
Professional Services work must be pre-approved by EI.

      -     Operational             $***

      -     Platform Administrator  $***

      -     Reporting Engineer      $***

      -     Telecom Engineer        $***

      -     Consulting              $***

5.    MINIMUMS; DEFAULT IN PERFORMANCE AND REMEDIES:

      (a) For each calendar month during the term of this Agreement, EI agrees
to provide COMPANY with ***, whichever is greater ("Minimum Commitment Volume"),
based on EI's outsourced forecasted phone volume for that month ("Outsourced
Forecasted Volume"). EI shall provide COMPANY with a written forecast ("COMPANY
Forecasted Volume") of phone volumes for each calendar month during the term
hereof at least forty-five (45) days in advance.

      (b) EI shall pay to COMPANY a *** equal to *** of the fees that would be
due COMPANY for the COMPANY Forecasted Volume. For purposes of clarity, the ***
is included in the Prepayment Amount described in Section 6(a) below.

      (c) COMPANY acknowledges and agrees that:

            (i)   if the monthly SPM equals *** in any three (3) months in a
                  rolling twelve (12) month period, then the Minimum Commitment
                  Volume shall be *** of the originally contracted amounts;

            (ii)  for each month in excess of three (3) during in a rolling
                  twelve (12) month period in which monthly SPM ***, the Minimum
                  Commitment Volume shall be *** of the originally contracted
                  amounts;

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


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            (iii) for each consecutive three (3) month period in which monthly
                  SPM equals *** or greater, *** to Minimum Commitment Volume
                  pursuant to clause (i) and (ii) above (if any have been
                  imposed) will be ***; and

            (iv)  For avoidance of doubt, in no event will the Minimum
                  Commitment Volume *** the originally contracted amount.

      (d) Additionally, in the event that COMPANY cannot meet a Monthly SPM of
*** for six (6) months during a rolling twelve (12) month period, EI shall have
the right to terminate this Agreement for cause, with no further obligation to
COMPANY under this Agreement.

      (e) All remedies set forth in this Exhibit D shall be in addition to and
not in lieu of any other remedies available to EI under this Agreement at law or
in equity.

6.    MONTHLY PAYMENTS; ***.

      (a) COMPANY will invoice EI on or before the fifteenth (15th) day of the
month for an amount equal to *** of the fees that *** COMPANY for the *** Volume
for the *** ("*** Amount").

      (b) EI shall pay to COMPANY on or before the *** of each calendar month
the *** Amount for such month as indicated on COMPANY's invoice
therefore.

      (c) At the *** of the month of service, COMPANY will calculate the *** of:
(1) the ***; or (2) the fee for the *** by COMPANY during the subject month
calculated pursuant to Section 1(d) of this Exhibit D, and will *** of (1) and
(2) *** Amount. If the amount due COMPANY is *** Amount, then COMPANY will
invoice EI in accordance with Section 2(b) of the Agreement and EI will pay
COMPANY the *** in accordance with Section 2(b) of the Agreement. If the amount
due COMPANY is *** Amount, then COMPANY will *** EI the ***, which *** will be
*** commitment for the *** month. COMPANY shall provide EI with documentation
supporting such ***.

7.    COSTS:

      (a) EI shall bear the costs for the following items in connection with the
Services ("EI Costs"):

            ***

      (b) COMPANY shall bear the costs for the following items in connection
with the Services ("COMPANY Costs"):

            ***

***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


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                             EXHIBIT E - EI POLICIES

INTRODUCTION

The following code of conduct is not a contract. It is intended solely to
provide general guidance to vendors and their representatives to assist them in
functioning smoothly and efficiently while performing work for EI.

EI is committed to promoting a positive work environment. We expect our vendors
and their employees, agents, and subcontractors (collectively,
"representatives") to adhere to the same standards of conduct and behavior that
we expect from our own employees while you and your representatives are on EI
property or doing business with EI.

The information outlined below is important and should be read carefully. All
third party vendors will be required to educate and, when appropriate, train
their representatives to ensure they are aware of EI's expectations regarding
their behavior and the consequences of any breaches of EI policies.

The policies summarized below are non-exhaustive, and there may be other conduct
not specifically listed that would be unacceptable. EI expects that vendors and
their representatives will conduct themselves in a professional manner at all
times while on EI property or while doing business with EI. EI may require the
immediate removal of any vendor representative who behaves in a manner that is
unlawful or inconsistent with any EI policy, or that is otherwise deemed harmful
to EI's business.

E-MAIL

Electronic mail, or e-mail, provides an easy-to-use, efficient means of
communicating. The following guidelines for preparing and sending e-mail are
designed to ensure that each vendor and its representatives use the e-mail
system in an appropriate manner.

E-mail may not be used as a forum for political, religious, or other debates, or
as a form of entertainment (for example, chain letters). Use of e-mail must be
limited to EI business. All e-mail group aliases (a pre-defined group of users)
must be for EI's business.

To informally exchange information over the computer on a variety of topics, use
the Bulletin Board system.

EI e-mail names are confidential. Do not give e-mail names to anyone outside of
EI. Do not share your password with anyone, attempt to gain access to anyone
else's e-mail account, or use another's email account without permission.

EI prohibits obscene, profane, or otherwise offensive material from being
broadcast across the EI network.


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NON-SOLICITATION POLICY

EI wants to provide a work environment that allows all employees, and all
vendors and their representatives to complete their tasks with the least amount
of disruption. Accordingly, vendors, their representatives, and any other non-EI
employees are not allowed (while on EI property or while using EI owned
equipment) to engage in solicitation or distribution of literature. This policy
prohibits soliciting or handing out materials for any purpose.

COMPANY ACCESS TO INFORMATION AND PROPERTY

E-mail and its contents, as well as any other data stored on or transmitted by
EI-owned equipment, is the property of EI and may be accessed by EI at any time.
Accordingly, the content of e-mail, voice mail, and similar data should not be
regarded as protected by any personal right of privacy.

Additionally, in order to evaluate and improve customer service, EI may monitor,
as necessary, the telephone calls of vendors and their representatives who work
in customer service positions.

Any facilities or equipment, including but not limited to offices, desks,
computers, electronic media, motor vehicles, or lockers used by vendors and
their representatives while on EI property or while conducting EI related
business, may be accessed by EI as needed. Accordingly, you should not consider
protected by any personal right of privacy anything brought onto or stored on EI
property stored on EI equipment, or used while working on EI related business.
Any EI property used by vendors and their representatives while performing EI
related business remains the property of EI.

GIFTS

EI employees cannot accept payments of any amount or gifts or favors valued in
excess of $100 from persons or firms with which we have business dealings,
unless prior approval is obtained from a vice president or more senior company
official. Accordingly, you and your representatives should refrain from giving
to EI employees gifts with a value of more than $100.

INSIDER TRADING

All EI employees, agency temporaries, independent contractors, and vendor
representatives are considered "insiders" for the purposes of state or federal
securities laws that prohibit insider trading. As an insider, no vendor nor
vendor representative may buy or sell EI's or another company's stock when in
possession of information about EI or another company that is not available to
the investing public and that could influence an investor's decision to buy
stock.

New insider-trading laws carry stiff penalties, and the Securities and Exchange
Commission (SEC) has a mandate to enforce these laws aggressively. EI can be
negatively affected by insider trading and may terminate the services of, or
refuse to do further business with, anyone found to have engaged in illegal
insider trading.


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CONFIDENTIALITY

All information supplied by EI to vendors and their representatives should be
regarded as confidential unless otherwise notified. Vendors and their
representatives are not authorized to speak to the press on EI's behalf, unless
being expressly authorized to do so by EI. Prior to performing any work for EI,
all vendors will be required to sign a contract that includes a nondisclosure
agreement.

VENDOR STANDARDS

EI expects its chosen vendors to operate in the best interest of the company at
all times. It is expected that all equipment, manpower and services will be
provided at the highest quality level while maintaining flexibility and cost
effectiveness.

It is the responsibility of the vendor to inform its EI contact (or a member of
EI management) when situations develop that require the vendor to operate in
direct violation of the guidelines set forth in this document.

Additionally, in the event a EI employee has a relationship (spouse or other
family relation, friend, domestic partner, etc.) with a vendor that might create
a conflict of interest or the appearance of a conflict of interest, EI senior
management approval is required prior to contracting for the services of said
vendor.

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                        EXHIBIT F - COMPANY DELIVERABLES

In addition to the Services to be provided by COMPANY pursuant to Exhibit A of
this Agreement, COMPANY shall provide the following:

1.    Maintenance of CRS equipment;

2.    ACD phone prompting and reporting (EI reserves the right to assume this
responsibility), including Call overflow capabilities to auxiliary facilities;

3.    Reporting systems sufficient to provide reports as set forth in this
Agreement and otherwise to provide the Services as set forth in this Agreement;

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                   EXHIBIT G - COMPANY REPORTING REQUIREMENTS

COMPANY shall provide EI with data and reporting as specified below. COMPANY
agrees to provide sample data and reporting prior to implementation as requested
by EI. Any such requested data and reporting shall be approved by EI prior to
implementation, which approval shall not be unreasonably withheld.

1.    Daily Call Data. COMPANY shall archive daily phone statistics from 12:00
a.m.-12:00 a.m. daily. The daily reports shall be made available to EI by
12:00PM (Pacific) each business day in a format approved by EI.

Call Center Daily Statistics summary will include the following with daily
totals:

      -     # of Emails Received (subject to the availability of data in EI's
            case management system)

      -     # of Emails Sent (subject to the availability of data in EI's case
            management system)

      -     ASA Email (measured in fractions of hours) (subject to the
            availability of data in EI's case management system)

      -     # of Calls Answered

      -     # of Calls Abandoned >60 seconds

      -     ASA Phone (measured in seconds)

      -     Abandon % >60 seconds

      -     Staffed FTEs (per 24 hour period)

      -     # of phone minutes handled per 24 hour period

      -     # of Email minutes handled per 24 hour period (subject to the
            availability of data in EI's case management system)

2.    COMPANY shall archive monthly phone statistics. The month's complete
daily archive data will be made available to EI within five (5) business days
from the end of each calendar month, per an electronic file format to be
approved by EI.

Call Center Monthly Statistics summary will include the following with monthly
totals:

      -     # of Emails Received (subject to the availability of data in EI's
            case management system)

      -     # of Emails Sent (subject to the availability of data in EI's case
            management system)

      -     ASA Email (measured in fractions of hours) (subject to the
            availability of data in EI's case management system)

      -     # of Calls Answered

      -     # of Calls Abandoned >60 seconds

      -     ASA Phone (measured in seconds)

      -     Abandon % >60 seconds

      -     # of phone minutes handled

      -     # of Email minutes handled (subject to the availability of data in
            EI's case management system)


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3.    Incident Reports. All issues and escalations generated by COMPANY, will be
tracked/traced using a numerical code and procedure to be provided by EI. On an
exception basis, EI may require COMPANY to track specific incident types. Such
information may include, but not be limited to, customer name, phone number,
system configuration information and incident description.

4.    Business Reviews. COMPANY shall organize and present monthly and quarterly
business reviews for EI. The agenda and expectations will be based on input from
EI. In general, these meetings will include a COMPANY performance review,
continuous improvement projects, management status reviews, cost reduction
initiatives and other operational areas and issues. At a minimum, COMPANY shall
include:

      -     Highlights and Lowlights

      -     Performance against goals and metrics

      -     Help Needed from EI

      -     Priorities

      -     Project Updates (i.e., Quality Initiatives, Tool training, etc.)

      -     Update from last business review

      -     Appendix with support data (as necessary)

Quarterly expectations:

      -     Held the month following the EI Fiscal Quarter End (Jan, April,
            July, Oct)

      -     Formal presentation shall be delivered in Bellevue, WA.

      -     Audience: EI Customer Service Management and Operations Managers

      -     Soft copies of presentation shall be made available five (5)
            business days prior to meeting.

Monthly expectations:

      -     Held each month for the previous months' activity

      -     Informal presentation, held via teleconference

      -     Audience: Customer Service Management.

      -     Soft copies of presentation shall be made available two (2) business
            days prior to meeting

EI REPORT OBLIGATIONS

EI will provide COMPANY with the following reports. Additional reports may be
requested by COMPANY and will be jointly developed by COMPANY and EI.

General Survey Results - EI will provide COMPANY with a weekly and monthly
report of the General Call Center Customer Survey Results. The weekly summary
will cover the period Monday - Sunday and will be provided by Wednesday
following each week. The monthly survey will be provided by the 5th day
following each month. The report will include the number of responses and the
average score for each question.


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                      EXHIBIT H - RULES FOR USE OF EI NAME

      COMPANY's use of EI's name pursuant to the provisions of Section 3(a) of
the Agreement is further conditioned upon the following restrictions:

      (1) RESTRICTED USE OF MARK. COMPANY is not entitled to use the name
"Expedia" on, without limitation, signage, letterhead, business cards, in
advertising, telephone directory listings, invoices or on any other materials
connected to COMPANY's business and business practices, except for those
materials designed and approved by EI. COMPANY is not entitled either by
implication or otherwise to any title in the EI trademarks, service marks, trade
names, logos or symbols. COMPANY agrees to comply with guidelines for use of the
name "Expedia" as may be prescribed by EI from time to time. COMPANY agrees not
to form a company, commercial organization, firm or legal entity with a name
incorporating as part of its name the word "Expedia" or any similar word and not
to apply for any registration of or to claim any rights in the word "Expedia" or
any similar word as a trade name, trademark or service mark.

      (2) QUALITY REQUIREMENTS. COMPANY agrees that use of EI's name for
answering incoming telephone calls from, making outbound callbacks to, and
providing travel documents to Expedia customers pursuant to providing Services,
as permitted under the Agreement will be at the same level of quality previously
established by and as prescribed from time to time by EI and will be at least
commensurate with industry standards.

      (3) RESERVATION OF RIGHTS. All rights not expressly granted are reserved
by EI.

      (4) NO PREJUDICE OF RIGHTS. COMPANY agrees not to take any action or fail
to take action which would prejudice the rights of EI in the name "Expedia" or
any other trademark, service mark, logo, trade name or symbol of Expedia, Inc.

      (5) PROTECTION OF TRADEMARKS, SERVICE MARKS, LOGOS AND TRADE NAMES.
COMPANY agrees to report to EI, as soon as possible after it comes to COMPANY's
notice, any suspected infringement or disparaging use of the "Expedia" trade
name or any trade name, trademark, service mark, logo, or symbol owned by EI.

      (6) MISUSE. This Agreement may be terminated immediately if COMPANY
misuses (including, but not limited to, infringement, disparagement and
dilution) the name Expedia or any other trademark, service mark, logo, trade
name or symbol of EI.

      (7) NO FURTHER CONVEYANCES. COMPANY shall not assign, transfer or
sublicense the rights granted in the Agreement or this Exhibit H (or any right
granted herein) in any manner, except as specifically provided in this
Agreement.


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            EXHIBIT I - NON-DISCLOSURE AGREEMENT BETWEEN THE PARTIES

        [COPY OF EXISTING AGREEMENT TO BE ATTACHED TO FINAL AGREEMENT.]


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                      EXHIBIT J - CERTIFICATE OF INSURANCE

[COMPANY TO PROVIDE CERTIFICATE OF INSURANCE TO BE ATTACHED TO FINAL AGREEMENT.]


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               EXHIBIT K - EMPLOYEE NON-DISCLOSURE AGREEMENT FORM

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

      In consideration of my employment or continued employment by
PEOPLESUPPORT, INC. (the "Company"), and the compensation now and hereafter paid
to me, I hereby agree as follows:

      1. Recognition of Company's Rights; Nondisclosure. At all times during the
term of my employment and thereafter, I will hold in strictest confidence and
will not disclose, use, or publish any of the Company's Proprietary Information
(defined below), except as required in connection with my work for the Company,
or unless approved in writing by an officer of the Company. I hereby assign to
the Company any rights I may have or acquire in such Proprietary Information and
recognize that all Proprietary Information shall be the sole property of the
Company and its assigns and that the Company and its assigns shall be the sole
owner of all patent rights, copyrights, mask work rights, trade secret rights
and all other rights throughout the world (collectively, "Proprietary Rights")
in connection therewith. As used in this Agreement, the period of my employment
includes any time during which I may be retained by the Company as a consultant.

      The term "Proprietary Information" shall mean trade secrets, confidential
knowledge, data or any other proprietary information of the Company and each
subsidiary of the Company. By way of illustration but not limitation,
"Proprietary Information" includes (a) inventions, mask works, trade secrets,
ideas, processes, formulas, source and object codes, data, programs, other works
of authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); (b)
information regarding plans for research, development, new products, marketing
and selling, business plans, budgets and unpublished financial licenses, prices
and costs, suppliers and customers; and (c) information regarding the skills and
compensation of other employees of the Company, its subsidiaries and affiliates.

      2. Third Party Information. I understand that the Company has received and
in the future will receive from third parties confidential or proprietary
information ("Third Party Information") which the Company is required to keep
confidential and use only for certain limited purposes. During the term of my
employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose (to anyone other than Company personnel who
need to know such information in connection with their work for the Company) or
use, except in connection with my work for the Company, Third Party Information
unless authorized in writing by an officer of the Company.

      3. Assignment of Inventions.

      (a) I hereby assign to the Company all my right, title and interest in and
to any and all Inventions (and all Proprietary Rights with respect thereto)
whether or not patentable or registrable under copyright or similar statutes,
made or conceived or reduced to practice or learned by me, either alone or
jointly with others, during the period of my employment with the Company. I
recognize that this Agreement does not require assignment of any invention which
qualifies fully for protection under Section 2870 of the California Labor Code
(hereinafter "Section 2870"), which provides as follows:


                                      -K1-
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            (i) Any provision in an employment agreement which provides that an
      employee shall assign, or offer to assign, any of his or her rights in an
      invention to his or her employer shall not apply to an invention that the
      employee developed entirely on his or her own time without using the
      employer's equipment, supplies, facilities, or trade secret information
      except for those inventions that either:

            (A) Relate at the time of conception or reduction to practice of the
      invention to the employer's business, or actual or demonstrably
      anticipated research or development of the employer.

            (B) Result from any work performed by the employee for the employer.

            (ii) To the extent a provision in an employment agreement purports
      to require an employee to assign an invention otherwise excluded from
      being required to be assigned under subdivision i., the provision is
      against the public policy of this state and is unenforceable.

      (b) I also assign to or as directed by the Company all my right, title and
interest in and to any and all Inventions, full title to which is required to be
in the United States by a contract between the Company and the United States or
any of its agencies.

      (c) I acknowledge that all original works of authorship which are made by
me (solely or jointly with others) within the scope of my employment and which
are protectable by copyright are "works made for hire," as that term is defined
in the United States Copyright Act (17 U.S.C., Section 101). Inventions assigned
to or as directed by the Company by this paragraph 3 are hereinafter referred to
as "Company Inventions."

      4. Enforcement of Proprietary Rights. I will assist the Company in every
proper way to obtain and from time to time enforce United States and foreign
Proprietary Rights relating to Company Inventions in any and all countries. I
will execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as the Company may reasonably request for
use in applying for, obtaining, perfecting and enforcing such Proprietary Rights
and the assignment thereof. In addition, I will execute, verify and deliver
assignments of such Proprietary Rights to the Company or its designee. My
obligation to assist the Company with respect to Proprietary Rights will survive
the termination of my employment, but the Company will compensate me at a
reasonable rate after my termination for my time actually spent at the Company's
request on such assistance.

      If the Company is unable for any reason, after reasonable effort, to
secure my signature on any document as described in the preceding paragraph, I
hereby irrevocably designate and appoint the Company and its duly authorized
officers and agents as my agent and attorney in fact, to act on my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph, with the same
legal force and effect as if executed by me. I hereby waive and quitclaim to the
Company any and all claims which I now or may hereafter have for infringement of
any Proprietary Rights assigned hereunder to the Company.

      5. Obligation To Keep Company Informed. During my employment, I will
promptly disclose to the Company fully and in writing and will hold in trust for
the sole right and benefit of the Company any and all Inventions. After
termination of my employment, I will disclose all patent applications filed by
me within a year after termination


                                      -K2-
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of employment. At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will provide to the Company in writing all evidence
necessary to substantiate that belief. I understand that the Company will keep
in confidence and will not disclose to third parties without my consent any
proprietary information disclosed in writing to the Company pursuant to this
Agreement relating to Inventions that qualify fully for protection under the
provisions of Section 2870.

      6. Prior Inventions. Any Inventions which I made prior to my employment
with the Company are excluded from the scope of this Agreement. To avoid any
uncertainty, I have set forth on Exhibit A a complete list of all Inventions
that I have, alone or jointly with others, conceived, developed or reduced to
practice prior to my employment with the Company, that I consider to be my
property or the property of third parties and that I wish to exclude from the
scope of this Agreement. If disclosure of any such Invention on Exhibit A would
cause me to violate any prior confidentiality agreement, I understand that I am
not to list such Inventions in Exhibit A but am to indicate on Exhibit A that
all Inventions have not been listed for that reason.

      7. Additional Activities. I agree that during my employment by the Company
I will not, without the Company's express written consent, engage in any
employment or business activity other than for the Company, and for the period
of my employment by the Company and for one year after the date of termination
of my employment by the Company I will not (i) induce any employee of the
Company to leave the employ of the Company or (ii) solicit the business of any
client or customer of the Company (other than on behalf of the Company).

      8. No Improper Use of Materials. During my employment by the Company I
will not improperly use or disclose any confidential information or trade
secrets, if any, of any former employer or any other person to whom I have an
obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of confidentiality
unless consented to in writing by that former employer or person.

      9. No Conflicting Obligation. I represent that my performance of all the
terms of this Agreement does not and will not breach any agreement to keep in
confidence information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and I agree I will not enter
into, any agreement either written or oral in conflict herewith.

      10. Return of Company Documents. When I leave the employ of the Company, I
will deliver to the Company all drawings, notes, memoranda, specifications,
devices, formulas and documents, together with all copies thereof, and any other
material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company. I agree that any property
on the Company's premises and owned by the Company, including disks and other
storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice. Prior to leaving, I will
cooperate with the Company in completing and signing the Company's termination
statement for technical and management personnel.

      11. Legal and Equitable Remedies. Because my services are personal and
unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company will have the right to
enforce any provision of this Agreement by injunction, specific performance or
other equitable relief, without prejudice to any other rights and remedies that
the Company may have for a breach of this Agreement.


                                      -K3-
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      12. Notices. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address as
the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three days after the date of mailing, or if sent by nationally
recognized courier, one day after the date of delivery to such courier.

      13. General Provisions.

      13.1 Governing Law. This Agreement will be governed by and construed
according to the laws of the State of California.

      13.2 Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Company and me relating to the subject matter hereof
and supersedes all prior discussions between us. No modification of or amendment
to this Agreement or waiver of any rights under this Agreement will be effective
unless in writing signed by me and the Chief Executive Officer or General
Counsel of the Company.

      13.3 Severability. If one or more of the provisions in this Agreement are
deemed unenforceable by law, then the remaining provisions will continue in full
force and effect.

      13.4 Successors and Assigns. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors and its assigns.

      13.5 Survival. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the Company
to any successor in interest or other assignee.

      13.6 Employment. I agree and understand that nothing in this Agreement
shall confer any right with respect to continuation of employment by the
Company.

      13.7 Waiver. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right.

      This Agreement shall be effective as of the first day of my employment
with the Company, namely: ____________, 20__.

      I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE
DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S
PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.


                                      -K4-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

      Dated: _______________, 20__.



                                      __________________________________________

                                      __________________________________________
                                                       Print Name

                                      Address:    ______________________________
                                                  ______________________________
                                                  ______________________________


ACCEPTED AND AGREED TO:

PEOPLESUPPORT, INC.



By____________________________________


                                      -K5-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


                                    EXHIBIT A


PeopleSupport, Inc.
1575 Westwood Boulevard
Los Angeles, CA  90024

Ladies and Gentlemen:

      1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by PeopleSupport, Inc. (the
"Company") that have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my engagement by the Company:

[ ]   No inventions or improvements.

[ ]   See below:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

[ ]   Due to confidentiality agreements with a prior employer, I cannot disclose
      certain inventions that would otherwise be included on the above-described
      list.

[ ]   Additional sheets attached.


<PAGE>
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.


      2. I propose to bring to my employment the following devices, materials
and documents of a former employer or other person to whom I have an obligation
of confidentiality that are not generally available to the public, which
materials and documents may be used in my employment pursuant to the express
written authorization of my former employer or such other person (a copy of
which is attached hereto):

[ ]   No materials.

[ ]   See below:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

[ ]   Additional sheets attached.

      Dated:  ______ __, 20__.

                                          Very truly yours,


                                          --------------------------------------
                                                         Name